Disclosure Schedules

---
name: disclosure-schedules
description: >-
  Drafts and populates M&A disclosure schedules that except known items from
  representations and warranties in definitive agreements (merger, stock
  purchase, asset purchase). Use when drafting, reviewing, or negotiating
  disclosure schedules, reps and warranties exceptions, seller disclosures,
  or transaction closing schedules.
---

# M&A Disclosure Schedules

Drafts seller disclosure schedules that carve out known exceptions from representations and warranties, defining the boundary between accepted risk and indemnifiable breach.

## Prerequisites

- **Definitive agreement** — near-final draft with numbered R&W sections (schedule numbers must match)
- **Cap table and stock ledger** — for ownership schedule
- **Material contracts** — customer, vendor, IP license, credit, employment
- **Corporate records** — minute books, org docs, equity plan documents
- **Due diligence materials** — financials, tax returns, litigation files, IP registrations, leases, insurance, environmental reports, benefit plans
- **Closing checklist** — identifies which schedules need pre-closing updates

## Quick Start

1. Map each R&W section in the definitive agreement to a numbered schedule
2. Draft document header and general interpretive provisions
3. Populate each schedule with factual detail from source documents
4. Cross-reference overlapping disclosures across schedules
5. Attach all referenced exhibits
6. Add certification block; negotiate certification standard

## Document Structure

### Header